As filed with the Securities and Exchange Commission
on January 12, 2001
Reg. No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)
Texas 75-1563240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 36611, Dallas, Texas 75235-1611
(Address of Principal Executive Offices) (Zip Code)
Southwest Airlines Co.
LUV 2000 Non-Qualified Stock Option Plan
(Full title of the plan)
Gary C. Kelly
Vice President-Finance & Chief Financial Officer
Southwest Airlines Co.
P.O. Box 36611
Dallas, Texas 75235-1611
214/792-4363
(Name, address, and telephone number, including area code,
of agent for service)
Copy to:
Deborah Ackerman
Associate General Counsel
Southwest Airlines Co.
P.O. Box 36611
Dallas, Texas 75235-1611
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum Amount
Title of maximum aggregate of
securities to Amount to be offering price offering registration
be registered registered per share (1) price(1) fee
Common Stock
par value 6,000,000
$1.00 per share shares $32.83 $196,980,000 $49,245
(1) Estimated solely for the purpose of calculating the registration fee
which, pursuant to Rules 457(c) and 457(h), is based on the average of the
high and low price for the Common Stock on the New York Stock Exchange on
January 9, 2001.
(2) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) the Company's latest annual report filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered
by the annual report referred to above; and
(c) the descriptions of the Company's Common Stock and Common Share
Purchase Rights contained in registration statements filed under the
Securities Exchange Act of 1934 by the Company with the Commission,
including any amendment or report filed for the purpose of updating such
descriptions.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock registered hereunder has been passed
upon for the Company by Deborah Ackerman, Associate General Counsel and
Assistant Secretary. Ms. Ackerman beneficially owns 128,231 shares of
Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
Article VIII, Section 1 of Registrant's Bylaws provides as follows:
"Right to Indemnification: Subject to the limitations and conditions
as provided in this Article VIII, each person, who was or is made a party to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (hereinafter called a "proceeding"), or any
appeal in such a proceeding or any inquiry or investigation that could lead
to such a proceeding, by reason of the fact that he (or a person of whom he
is the legal representative) is or was a director or officer of the
corporation (or while a director or officer of the corporation is or was
serving at the request of the corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture,
proprietorship, trust, employee benefit plan, or other enterprise) shall be
indemnified by the corporation to the fullest extent permitted by the Texas
Business Corporation Act, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights
than said law permitted the corporation to provide prior to such amendment)
against judgments, penalties (including excise and similar taxes and
punitive damages), fines, settlements and reasonable expenses (including,
without limitation, court costs and attorneys' fees) actually incurred by
such person in connection with such proceeding, appeal, inquiry or
investigation, and indemnification under this Article VIII shall continue as
to a person who has ceased to serve in the capacity which initially entitled
such person to indemnity hereunder; provided, however, that in no case shall
the corporation indemnify any such person (or the legal representative of any
such person) otherwise than for his reasonable expenses, in respect of any
proceeding (i) in which such person shall have been finally adjudged by a
court of competent jurisdiction (after exhaustion of all appeals therefrom)
to be liable on the basis that personal benefit was improperly received by
him, whether or not the benefit resulted from an action taken in such
person's official capacity, or (ii) in which such person shall have been
found liable to the corporation; and provided, further, that the
corporation shall not indemnify any such person for his reasonable expenses
actually incurred in connection with any proceeding in which he shall have
been found liable for willful or intentional misconduct in the performance
of his duty to the corporation. The rights granted pursuant to this
Article VIII shall be deemed contract rights, and no amendment,
modification or repeal of this Article VIII shall have the effect of
limiting or denying any such rights with respect to actions taken or
proceedings arising prior to any such amendment, modification or repeal.
It is expressly acknowledged that the indemnification provided in this
Article VIII could involve indemnification for negligence or under theories
of strict liability."
Article Ten of the Company's Articles of Incorporation provides that
a director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the
director's capacity as a director, subject to certain limitations.
Article 2.02-1 B. of the Texas Business Corporation Act provides
that, subject to certain limitations, "a corporation may indemnify a person
who was, is or is threatened to be made a named defendant or respondent in
a proceeding because the person is or was a director only if it is
determined in accordance with Section F of this article that the person:
(1) conducted himself in good faith; (2) reasonably believed: (a) in the
case of conduct in his official capacity as a director of the corporation,
that his conduct was in the corporation's best interests; and (b) in all
other cases, that his conduct was at least not opposed to the corporation's
best interests; and (3) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful."
The Company also maintains directors' and officers' liability insurance.
Item 8. Exhibits.
4.1 Southwest Airlines Co. LUV 2000 Non-Qualified Stock Option
Plan.
4.2 Specimen certificate representing Common Stock of the
Company (incorporated by reference to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-7259)).
5 Opinion of Deborah Ackerman, Associate General Counsel of
Southwest, re legality of securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deborah Ackerman, Associate General Counsel
of Southwest (contained in the opinion filed as Exhibit 5
hereto).
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which is registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove by registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Dallas, State of Texas
on January 11, 2001.
SOUTHWEST AIRLINES CO.
By /s/ Gary C. Kelly
-------------------
Gary C. Kelly
Vice President-Finance,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on January 11, 2001.
Signature Capacity
/s/ Herbert D. Kelleher
----------------------- Chairman of the Board of Directors,
Herbert D. Kelleher President and Chief Executive Officer
/s/ Gary C. Kelly
----------------------- Vice President-Finance
Gary C. Kelly (Chief Financial and Accounting Officer)
/s/ Samuel E. Barshop
----------------------- Director
Samuel E. Barshop
/s/ Gene H. Bishop
----------------------- Director
Gene H. Bishop
/s/ William P. Hobby
----------------------- Director
William P. Hobby
/s/ Travis C. Johnson
----------------------- Director
Travis C. Johnson
/s/ R.W. King
----------------------- Director
R. W. King
/s/ June M. Morris
----------------------- Director
June M. Morris
/s/ C. Webb Crockett
----------------------- Director
D. Webb Crockett
/s/ William H. Cunningham
----------------------- Director
William H. Cunningham
INDEX TO EXHIBITS
4.1 Southwest Airlines Co. LUV 2000 Non-Qualified Stock Option
Plan.
4.2 Specimen certificate representing Common Stock of the
Company (incorporated by reference to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-7259)).
5 Opinion of Deborah Ackerman, Associate General Counsel of
Southwest, re legality of securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deborah Ackerman, Associate General Counsel
of Southwest (contained in the opinion filed as Exhibit 5
hereto).
